GENCO SHIPPING & TRADING LIMITED

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

◻

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33393

GENCO SHIPPING & TRADING LIMITED

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands

98-0439758

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

299 Park Avenue, 12th Floor, New York, New York 10171

(Address of principal executive offices) (Zip Code)

(646) 443-8550

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	GNK	New York Stock Exchange (NYSE)
Preferred Stock Purchase Rights	N/A	New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ◻	Accelerated filer ⌧	Non-accelerated filer ◻	Smaller reporting company ☐
			Emerging growth company ◻

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ⌧ No ◻

The number of shares outstanding of each of the issuer’s classes of common stock, as of May 6, 2026: Common stock, par value $0.01 per share — 43,577,051 shares.

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Genco Shipping & Trading Limited

			Page

	PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)		4

	a)	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	4

	b)	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2026 and 2025	5

	c)	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months ended March 31, 2026 and 2025	6

	d)	Condensed Consolidated Statements of Equity for the Three Months ended March 31, 2026 and 2025	7

	e)	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025	8

	f)	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		44

Item 4.	Controls and Procedures		45

	PART II —OTHER INFORMATION

Item 1A.	Risk Factors		45

Item 5.	Other Information		46

Item 6.	Exhibits		46

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Website Information

We intend to use our website, www.GencoShipping.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’s Investor section. Accordingly, investors should monitor the Investor portion of our website, in addition to following our press releases, filings with the U.S. Securities and Exchange Commission (the “SEC”), public conference calls, and webcasts. To subscribe to our e-mail alert service, please submit your e-mail address at the Investor Relations Home page of the Investor section of our website. The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Genco Shipping & Trading Limited

Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025

(U.S. Dollars in thousands, except for share and per share data)

(Unaudited)


		March 31,			December 31,
		2026			2025

Assets
Current assets:
Cash and cash equivalents		$	54,770		$	55,540
Due from charterers, net of a reserve of $581 and $519, respectively			20,273			14,284
Prepaid expenses and other current assets			14,204			14,053
Inventories			22,859			25,187
Vessels held for sale			8,585			—
Total current assets			120,691			109,064

Noncurrent assets:
Vessels, net of accumulated depreciation of $379,360 and $372,525, respectively			1,062,459			939,327
Deposits on vessels			—			14,585
Deferred drydock, net of accumulated amortization of $31,502 and $29,389, respectively			56,693			62,389
Fixed assets, net of accumulated depreciation and amortization of $12,692 and $12,521, respectively			6,993			7,492
Operating lease right-of-use assets			5,152			5,251
Total noncurrent assets			1,131,297			1,029,044

Total assets		$	1,251,988		$	1,138,108

Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses		$	34,536		$	36,843
Deferred revenue			5,979			8,826
Total current liabilities:			40,515			45,669

Noncurrent liabilities:
Long-term operating lease liabilities			5,616			5,539
Long-term debt, net of deferred financing costs of $11,121 and $10,920, respectively			318,879			189,080
Total noncurrent liabilities			324,495			194,619

Total liabilities			365,010			240,288

Commitments and contingencies (Note 14)

Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; 43,577,051 and 43,243,165 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			435			432
Additional paid-in capital			1,444,714			1,465,134
Accumulated deficit			(559,773)			(569,082)
Total Genco Shipping & Trading Limited shareholders’ equity			885,376			896,484
Noncontrolling interest			1,602			1,336
Total equity			886,978			897,820
Total liabilities and equity		$	1,251,988		$	1,138,108

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2026 and 2025

(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)

(Unaudited)


		For the Three Months Ended
		March 31,
		2026		2025
Revenues:
Voyage revenues		$	114,429	$	71,269

Total revenues			114,429		71,269

Operating expenses:
Voyage expenses			36,276		27,354
Vessel operating expenses			26,560		24,916
Charter hire expenses			6,096		2,285
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,830 and $1,496, respectively)			8,109		7,494
Technical management expenses			760		1,325
Depreciation and amortization			21,038		17,665
Impairment of vessel assets			527		—
Net gain on sale of vessels			(2,075)		—
Other operating expense			3,826		—

Total operating expenses			101,117		81,039

Operating income (loss)			13,312		(9,770)

Other (expense) income:
Other income (expense)			96		(13)
Interest income			665		370
Interest expense			(4,498)		(2,549)

Other expense, net			(3,737)		(2,192)

Net income (loss)			9,575		(11,962)
Less: Net income (loss) attributable to noncontrolling interest			266		(39)
Net income (loss) attributable to Genco Shipping & Trading Limited		$	9,309	$	(11,923)

Net earnings (loss) per share-basic		$	0.21	$	(0.28)
Net earnings (loss) per share-diluted		$	0.21	$	(0.28)
Weighted average common shares outstanding-basic			43,706,069		43,201,941
Weighted average common shares outstanding-diluted			44,411,222		43,201,941

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Comprehensive Income (Loss)

For the Three Months Ended March 31, 2026 and 2025

(U.S. Dollars in Thousands)

(Unaudited)


		For the Three Months Ended
		March 31,
		2026			2025

Net income (loss)		$	9,575		$	(11,962)

Other comprehensive loss			—			—

Comprehensive income (loss)			9,575			(11,962)
Less: Comprehensive income (loss) attributable to noncontrolling interest			266			(39)
Comprehensive income (loss) attributable to Genco Shipping & Trading Limited		$	9,309		$	(11,923)

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Equity

For the Three Months Ended March 31, 2026 and 2025

(U.S. Dollars in Thousands)


											Genco
											Shipping &
											Trading
					Additional						Limited
		Common			Paid-in			Accumulated			Shareholders'			Noncontrolling
		Stock			Capital			Deficit			Equity			Interest			Total Equity
Balance — January 1, 2026		$	432			1,465,134			(569,082)		$	896,484		$	1,336		$	897,820

Net income									9,309			9,309			266			9,575

Issuance of shares due to vesting of RSUs, PRSUs and exercise of options			3			(3)						—						—

Cash dividends declared ($0.50 per share)						(22,247)						(22,247)						(22,247)

Nonvested stock amortization						1,830						1,830						1,830

Balance — March 31, 2026		$	435		$	1,444,714		$	(559,773)		$	885,376		$	1,602		$	886,978


											Genco
											Shipping &
											Trading
					Additional						Limited
		Common			Paid-in			Accumulated			Shareholders'			Noncontrolling
		Stock			Capital			Deficit			Equity			Interest			Total Equity
Balance — January 1, 2025		$	427			1,491,032			(564,716)		$	926,743		$	1,485		$	928,228

Net loss									(11,923)			(11,923)			(39)			(11,962)

Issuance of shares due to vesting of RSUs and exercise of options, net of forfeitures			2			(2)						—						—

Cash dividends declared ($0.30 per share)						(13,111)						(13,111)						(13,111)

Nonvested stock amortization						1,496						1,496						1,496

Balance — March 31, 2025		$	429		$	1,479,415		$	(576,639)		$	903,205		$	1,446		$	904,651

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025

(U.S. Dollars in Thousands)

(Unaudited)


		For the Three Months Ended
		March 31,
		2026			2025
Cash flows from operating activities:
Net income (loss)		$	9,575		$	(11,962)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			21,038			17,665
Amortization of deferred financing costs			612			493
Right-of-use asset amortization			99			334
Amortization of nonvested stock compensation expense			1,830			1,496
Impairment of vessel assets			527			—
Net gain on sale of vessels			(2,075)			—
Insurance proceeds for protection and indemnity claims			187			5
Insurance proceeds for loss of hire claims			—			6
Change in assets and liabilities:
(Increase) decrease in due from charterers			(5,989)			3,165
(Increase) decrease in prepaid expenses and other current assets			(338)			317
Decrease (increase) in inventories			2,328			(1,103)
(Decrease) increase in accounts payable and accrued expenses			(2,936)			3,736
(Decrease) increase in deferred revenue			(2,847)			680
Increase (decrease) in operating lease liabilities			77			(519)
Deferred drydock costs incurred			(6,396)			(11,411)
Net cash provided by operating activities			15,692			2,902

Cash flows from investing activities:
Purchase of vessels and ballast water treatment systems, including deposits			(133,846)			(2,845)
Purchase of other fixed assets			(405)			(652)
Net proceeds from sale of vessels			10,934			—
Insurance proceeds for hull and machinery claims			—			581
Net cash used in investing activities			(123,317)			(2,916)

Cash flows from financing activities:
Proceeds from the $680 Million Revolver			69,287			—
Proceeds from the $600 Million Revolver			65,000			—
Repayments on the $600 Million Revolver			(4,287)			—
Cash dividends paid			(22,598)			(13,433)
Payment of deferred financing costs			(547)			—
Net cash provided by (used in) financing activities			106,855			(13,433)

Net decrease in cash, cash equivalents and restricted cash			(770)			(13,447)

Cash and cash equivalents at beginning of period			55,540			44,005
Cash and cash equivalents at end of period		$	54,770		$	30,558

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

(U.S. Dollars in Thousands, Except Per Share and Share Data)

Notes to Condensed Consolidated Financial Statements (unaudited)

1 – GENERAL INFORMATION

The accompanying Condensed Consolidated Financial Statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect subsidiaries (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels and operates in two reportable segments. Refer to Note 3 — Segment Reporting.

As of March 31, 2026, the Company’s fleet consisted of 44 drybulk vessels, including two Newcastlemax vessels, 17 Capesize vessels, 15 Ultramax vessels and 10 Supramax vessels, with an aggregate carrying capacity of approximately 4,990,000 deadweight tons (“dwt”) and an average age of approximately 12.7 years.

During September 2021, the Company and Synergy Marine Pte. Ltd. (“Synergy”), a third party, formed a joint venture, GS Shipmanagement Pte. Ltd. (“GSSM”). GSSM is owned 50% by the Company and 50% by Synergy as of March 31, 2026 and December 31, 2025, and was formed to provide ship management services to the Company’s vessels. As of March 31, 2026 and December 31, 2025, the cumulative investments GSSM received from the Company and Synergy totaled $50 and $50, respectively, which were used for expenditures directly related to the operations of GSSM.

Management has determined that GSSM qualifies as a variable interest entity, and, when aggregating the variable interest held by the Company and Synergy, the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impact GSSM’s economic performance. Accordingly, the Company consolidates GSSM.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and the rules and regulations of the SEC that apply to interim financial statements, including the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the disclosures and footnotes normally included in complete consolidated financial statements prepared in conformity with U.S. GAAP. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026 (the “2025 10-K”). The accompanying Condensed Consolidated Financial Statements include the accounts of GS&T and its direct and indirect wholly-owned subsidiaries and GSSM. All intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2026.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, impairment of vessels, the valuation of amounts due from charterers, performance claims, residual value of vessels, useful life of vessels, the fair value of time charters acquired, performance-based restricted stock units and the fair value of derivative instruments, if any. Actual results could differ from those estimates.

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Vessels held for sale

On February 24, 2026, the Company entered into an agreement to sell the Genco Predator, a 2005-built Supramax vessel. The sale of the vessel was completed on April 15, 2026. The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026. Refer to Note 5 — Vessel Acquisitions and Dispositions.

Bunker swap and forward fuel purchase agreements

From time to time, the Company may enter into fuel hedge agreements with the objective of reducing the risk of the effect of changing fuel prices. The Company has entered into bunker swap agreements and forward fuel purchase agreements. The Company’s bunker swap agreements and forward fuel purchase agreements do not qualify for hedge accounting treatment; therefore, any unrealized or realized gains and losses are recorded in the Condensed Consolidated Statements of Operations. Derivatives are Level 2 instruments in the fair value hierarchy.

During the three months ended March 31, 2026 and 2025, the Company recorded ($40) and $8 of realized (losses) gains in other income (expense), respectively. During the three months ended March 31, 2026 and 2025, the Company recorded $238 and $6 of unrealized gains in other income (expense), respectively.

The total fair value of the bunker swap agreements and forward fuel purchase agreements in an asset position as of March 31, 2026 and December 31, 2025 is $302 and $0, respectively, and are recorded in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The total fair value of the bunker swap agreements and forward fuel purchase agreements in a liability position as of March 31, 2026 and December 31, 2025 is $64 and $0, respectively, and are recorded in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets.

Voyage expense recognition

In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance, which are recorded as part of vessel operating expenses, are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters and spot market-related time charters. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net gain of $1,560 and $31 during the three months ended March 31, 2026 and 2025, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Impairment of vessel assets

During the three months ended March 31, 2026 and 2025 the Company recorded $527 and $0, respectively, related to the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 — “Property, Plant and Equipment” (“ASC 360”). The impairment expense recorded during the three months ended March 31, 2026 of $527 is related to the loss on disposal of replaced equipment on certain vessels.

Net gain on sale of vessels

During the three months ended March 31, 2026, the Company recorded a net gain of $2,075 related to the sale of the Genco Picardy on March 30, 2026. During the three months ended March 31, 2025, the Company did not

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complete the sale of any vessels. Refer to Note 5 — Vessel Acquisitions and Dispositions for further detail regarding the sale of this vessel.

Other operating expense

Other operating expense of $3,826 recorded during the three months ended March 31, 2026 consists of costs for non-routine aspects of the Company’s 2026 Annual Meeting of Shareholders.

3 – SEGMENT REPORTING

The Company transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk vessels. The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable. The Company owns a fleet of vessels that focuses on Newcastlemax, Capesize, Ultramax and Supramax vessels. Newcastlemax and Capesize vessels represent the Company’s major bulk vessels category while Ultramax and Supramax vessels represent the Company’s minor bulk vessel category.

The Company has determined that each of its vessels are individual operating segments. The Company determined its operating segments based on how its chief operating decision maker (CODM), John C. Wobensmith, Chief Executive Officer and President, manages the business, makes operating decisions and evaluates operating performance. The CODM reviews the operating results for the Company’s fleet and also considers certain aggregate financial data for the Company’s major bulk and minor bulk vessels. The Company’s major and minor bulk vessels have similar economic characteristics as they serve the same type of customers, have similar operations and maintenance requirements, and operate in the same regulatory environment. Based on the principles of ASC 280 — “Segment Reporting,” the Company believes it is meaningful and informative to aggregate its operating segments into two reportable segments for the major bulk and minor bulk fleet.

With the exception of the financial statement information below that comprises the segment profit, the CODM does not evaluate any other financial statement line items on a vessel category basis, but rather on a consolidated basis.

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Information about the Company’s reportable segments for the three months ended March 31, 2026 and 2025 is as follows:


	For the Three Months Ended March 31, 2026
	Major		Minor
	Bulk		Bulk		Total
Revenues from external customers:
Voyage revenues	$	56,559		57,870	$	114,429

Less:
Voyage expenses		17,269		19,007		36,276
Charter hire expenses		—		6,096		6,096
Other (income) expense		40		—		40
Net voyage revenue (1)		39,250		32,767		72,017

Less:
Vessel operating expenses		11,395		15,165		26,560

Segment profit	$	27,855	$	17,602	$	45,457

Reconciliation to net loss:
General and administrative expenses						8,109
Technical management expenses						760
Depreciation and amortization						21,038
Impairment of vessel assets						527
Net gain on sale of vessels						(2,075)
Other operating expense						3,826
Other (income) expense						(136)
Interest income						(665)
Interest expense						4,498

Net income					$	9,575


	For the Three Months Ended March 31, 2025
	Major		Minor
	Bulk		Bulk		Total
Revenues from external customers:
Voyage revenues	$	31,051		40,218	$	71,269

Less:
Voyage expenses		13,572		13,782		27,354
Charter hire expenses		—		2,285		2,285
Other (income) expense		—		(8)		(8)
Net voyage revenue (1)		17,479		24,159		41,638

Less:
Vessel operating expenses		10,270		14,646		24,916

Segment profit	$	7,209	$	9,513	$	16,722

Reconciliation to net income:
General and administrative expenses						7,494
Technical management expenses						1,325
Depreciation and amortization						17,665
Other (income) expense						21
Interest income						(370)
Interest expense						2,549

Net loss					$	(11,962)

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(1) Net voyage revenue is used to calculate the Time Charter Equivalent ("TCE"), which is reviewed by the CODM and is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. This amount includes realized (losses) gains on fuel hedges that were recorded as part of Other income (expense) on the Condensed Consolidated Statements of Operations.

4 – CASH FLOW INFORMATION

For the three months ended March 31, 2026, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $810 for the Purchase of vessels and ballast water treatment systems, including deposits, $103 for the Purchase of other fixed assets, $19 for Vessels held for sale and $405 for the Net proceeds from sale of vessels. For the three months ended March 31, 2026, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,537 for Cash dividends payable and $266 for the Payment of deferred financing costs.

For the three months ended March 31, 2025, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $1,721 for the Purchase of vessels and ballast water treatment systems, including deposits, and $188 for the Purchase of other fixed assets. For the three months ended March 31, 2025, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,434 for Cash dividends payable.

During the three months ended March 31, 2026 and 2025, cash paid for interest was $3,898 and $2,072, respectively.

During the three months ended March 31, 2026 and 2025, any cash paid for income taxes was insignificant.

During the three months ended March 31, 2026, $265,000 of debt outstanding under the $600 Million Revolver was transferred to the $680 Million Revolver. As part of the debt modification, $4,287 was settled net amongst the lenders, which has been included as proceeds from the $680 Million Revolver and repayments on the $600 Million Revolver. Refer Note 8 — Debt for further information.

All stock options exercised during the three months ended March 31, 2026 and 2025 were cashless. Refer to Note 13 — Stock-Based Compensation for further information.

On February 16, 2026, the Company granted 210,826 restricted stock units and 118,596 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was $4,682 and $3,026, respectively.

On February 18, 2025, the Company granted 267,344 restricted stock units and 145,792 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was $3,970 and $2,479, respectively.

Refer to Note 13 — Stock-Based Compensation for further information regarding the aforementioned grants.

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Supplemental Condensed Consolidated Cash Flow information related to leases is as follows:


	For the Three Months Ended
	March 31,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	—	$	613

5 – VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Acquisitions

On November 15, 2025, the Company entered into agreements to acquire two 2020-built 208,000 dwt scrubber-fitted Newcastlemax vessels for a total purchase price of $145,500. These vessels, which were renamed Genco Stars and Stripes and Genco Valkyrie, were delivered on March 5, 2026 and March 24, 2026, respectively. The Company drew down $30,000 on the $600 Million Revolver on November 20, 2025 in part to fund the $14,550 deposit made on November 24, 2025, which was held in an escrow account until the Company took delivery of the vessels. The Company drew down $65,000 on its $600 Million Revolver on February 23, 2026 and $65,000 on its $680 Million Revolver on March 16, 2026 to finance the remainder of the purchases.

On July 10, 2025, the Company entered into an agreement to acquire a 2020-built, 182,000 dwt scrubber-fitted Capesize vessel, which was renamed the Genco Courageous, for a purchase price of $63,550. The Genco Courageous was delivered on October 15, 2025. The Company drew down $10,000 on its $500 Million Revolver on June 26, 2025 in part to fund the $6,355 deposit made on July 23, 2025, which was held in an escrow account until the Company took delivery of the vessel. The Company drew down $60,000 on its $600 Million Revolver on September 16, 2025 to finance the remainder of the purchase.

Vessel Dispositions

On February 24, 2026, the Company entered into agreements to sell the Genco Picardy and the Genco Predator, both 2005-built Supramax vessels, to a third party for $10,600 each less a commission payable to a third party. These vessels were unencumbered. The sales of the Genco Picardy and Genco Predator were completed on March 30, 2026 and April 15, 2026, respectively. The vessel assets for the Genco Predator have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026.

6 – NET EARNINGS (LOSS) PER SHARE

The computation of basic net earnings (loss) per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net earnings (loss) per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 13 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive.

There were 286,254 stock options, 324,695 performance based restricted stock units and 626,521 restricted stock units excluded from the computation of diluted net loss per share during the three months ended March 31, 2025 because they were anti-dilutive (refer to Note 13 — Stock-Based Compensation).

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The components of the denominator for the calculation of basic and diluted net earnings (loss) per share are as follows:


		For the Three Months Ended
		March 31,
		2026		2025

Common shares outstanding, basic:
Weighted-average common shares outstanding, basic		43,706,069		43,201,941

Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic		43,706,069		43,201,941

Dilutive effect of stock options		37,897		—

Dilutive effect of performance-based restricted stock units		204,948		—

Dilutive effect of restricted stock units		462,308		—

Weighted-average common shares outstanding, diluted		44,411,222		43,201,941

7 – RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2026 and 2025, the Company did not have any related party transactions.

8 – DEBT

Long-term debt, net consists of the following:


		March 31,			December 31,
		2026			2025
Principal amount		$	330,000		$	200,000
Less: Unamortized deferred financing costs			(11,121)			(10,920)

Long-term debt, net		$	318,879		$	189,080


	March 31, 2026				December 31, 2025
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$680 Million Revolver	$	330,000	$	11,121	$	—	$	—
$600 Million Revolver		—		—		200,000		10,920

Total debt	$	330,000	$	11,121	$	200,000	$	10,920

$680 Million Revolver

On February 27, 2026, the Company entered into a sixth amendment to upsize its existing $600 Million Revolver to utilize $80,000 under the $300,000 accordion feature to increase the Company’s borrowing capacity from $600,000 to $680,000 (the “$680 Million Revolver”). The increased borrowing capacity was available upon the delivery

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of the two Newcastlemax vessels, the Genco Stars and Stripes and the Genco Valkyrie, that were delivered on March 5, 2026 and March 24, 2026, respectively, refer to Note 5 — Vessel Acquisitions and Dispositions.

The maturity date of the $680 Million Revolver is July 10, 2030 and total quarterly commitment reductions are $29,422 per quarter commencing on March 31, 2027. Key terms of the $680 Million Revolver remain substantially the same as under the Company’s previous $600 Million Revolver.

In accordance with ASC 470-50 — “Debt – Modifications and Extinguishments,” the $680 Million Revolver represents a debt modification of the $600 Million Revolver, therefore the unamortized deferred financing costs for the prior $600 Million Revolver are being amortized over the remaining life of the $680 Million Revolver.

As of March 31, 2026, there was $350,000 availability under the $680 Million Revolver. There were no debt repayments made during the three months ended March 31, 2026 and 2025 under the $680 Million Revolver.

As of March 31, 2026, the Company was in compliance with all of the financial covenants under the $680 Million Revolver.

$600 Million Revolver

On July 10, 2025, the Company entered into a fifth amendment to amend, extend and upsize its existing $500 Million Revolver. The amended structure consisted of a $600 million revolving credit facility (the “$600 Million Revolver”) which could be utilized to support growth of its asset base, as well as general corporate purposes. The maturity date of the $600 Million revolver was July 10, 2030.

There were $4,287 and $0 debt repayments made during the three months ended March 31, 2026 and 2025, respectively, under the $600 Million Revolver.

On February 27, 2026, the Company entered into a sixth amendment to the $600 Million Revolver; refer to the “$680 Million Revolver” section above. As part of the debt modification, $4,287 was settled net amongst the lenders, which has been included as proceeds from the $680 Million Revolver and repayments on the $600 Million Revolver.

$500 Million Revolver

On November 29, 2023, the Company entered into a fourth amendment to amend, extend and upsize its existing credit facility at the time. The amended structure consisted of a $500 million revolving credit facility, which could be utilized to support growth of the Company’s asset base as well as general corporate purposes (the “$500 Million Revolver”). The maturity date of the $500 Million Revolver was November 29, 2028.

There were no debt repayments during the three months ended March 31, 2026 and 2025 under the $500 Million Revolver.

On July 10, 2025, the Company entered into a fifth amendment to the $500 Million Revolver; refer to the “$600 Million Revolver” section above.

Interest rates

The following table sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the cost associated with unused commitment fees, if applicable. The following

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table also includes the range of interest rates on the debt, excluding the impact of unused commitment fees and any interest rate cap agreements, if applicable:


	For the Three Months Ended
	March 31,
	2026		2025
Effective Interest Rate	6.52	%	9.14	%
Range of Interest Rates (excluding unused commitment fees)	5.47 % to 5.53	%	6.21 % to 6.24	%

9 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments as of March 31, 2026 and December 31, 2025 that are required to be disclosed at fair value, but not recorded at fair value, are noted below.


		March 31, 2026						December 31, 2025
		Carrying						Carrying
		Value			Fair Value			Value			Fair Value
Cash and cash equivalents		$	54,770		$	54,770		$	55,540		$	55,540
Principal amount of floating rate debt			330,000			330,000			200,000			200,000

The carrying value of the borrowings under the $680 Million Revolver and the $600 Million Revolver as of March 31, 2026 and as of December 31, 2025, respectively, which exclude the impact of deferred financing costs, approximate their fair value due to the variable interest nature thereof as these credit facilities represent floating rate loans. The carrying amounts of the Company’s other financial instruments as of March 31, 2026 and December 31, 2025 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments.

ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumption (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 requires significant management judgment. The three levels are defined as follows:

●

Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

●

Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

●

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Cash and cash equivalents and restricted cash are considered Level 1 items, as they represent liquid assets with short-term maturities. Floating rate debt is considered to be a Level 2 item, as the Company considers the estimate of rates it could obtain for similar debt or based upon transactions amongst third parties. Interest rate cap agreements, bunker swap agreements and forward fuel purchase agreements are considered to be Level 2 items. Refer to Note 2 — Summary of Significant Accounting Policies for further information. Nonrecurring fair value measurements include vessel impairment assessments completed during the interim period and at year-end as determined based on third-party quotes, which are based on various data points, including comparable sales of similar vessels, which are Level 2 inputs. There was no vessel impairment recorded during the three months ended March 31, 2026 and 2025.

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The fair value determination for the operating lease right-of-use assets is based on third-party quotes, which is considered a Level 2 input. Nonrecurring fair value measurements may include impairment tests of the Company’s operating lease right-of-use assets if there are indicators of impairments. During the three months ended March 31, 2026 and 2025, there were no indicators of impairment of the operating lease right-of-use assets.

The Company did not have any Level 3 financial assets or liabilities as of March 31, 2026 and December 31, 2025.

10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:


		March 31,			December 31,
		2026			2025
Accounts payable		$	15,867		$	18,642
Accrued general and administrative expenses			4,678			7,117
Accrued vessel operating expenses			13,991			11,084
Total accounts payable and accrued expenses		$	34,536		$	36,843

11 – VOYAGE REVENUES

Total voyage revenues include revenue earned on fixed rate time charters, spot market voyage charters and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters. For the three months ended March 31, 2026 and 2025, the Company earned $114,429 and $71,269 of voyage revenues, respectively.

Total voyage revenues recognized in the Condensed Consolidated Statements of Operations includes the following:


	For the Three Months Ended
	March 31,
	2026		2025
Lease revenue	$	33,849	$	32,336
Spot market voyage revenue		80,580		38,933
Total voyage revenues	$	114,429	$	71,269

12 – LEASES

On October 14, 2024, the Company entered into a lease agreement to extend its current lease agreement for its main office space in New York, New York which commenced on October 1, 2025 until July 31, 2036. The lease agreement is for only the space currently occupied by the Company and the portion of the lease that was being sublet expired on September 30, 2025. There is a free base rental period until August 2027. Following the expiration of the free base rental period, the monthly base rental payments will be $70 until July 2031 and $74 thereafter. For accounting purposes, this lease agreement constitutes a lease modification and the Company revalued the lease liability and right-of-use asset on October 14, 2024.

On June 14, 2019, the Company entered into a sublease agreement for a portion of the leased space for its main office in New York, New York, which commenced on July 26, 2019 and ended on September 29, 2025. There was $0 and $306 of sublease income recorded during the three months ended March 31, 2026 and 2025. Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Condensed Consolidated Statements of Operations.

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The Company charters in third-party vessels and the Company is the lessee in these agreements under ASC 842, “Leases (Topic 842)” (“ASC 842”). The Company has elected the practical expedient under ASC 842 to not recognize right-of-use assets and lease liabilities for short-term leases. During the three months ended March 31, 2026 and 2025, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases.

13 – STOCK-BASED COMPENSATION

2015 Equity Incentive Plan

Stock Options

The following table summarizes the stock option activity for the three months ended March 31, 2026:


		Weighted		Weighted
	Number	Average		Average
	of	Exercise		Fair
	Options	Price		Value
Outstanding as of January 1, 2026	71,462		9.91		4.33
Granted	—		—		—
Exercised	(2,178)		9.91		4.33
Forfeited	—		—		—

Outstanding as of March 31, 2026	69,284	$	9.91	$	4.33

Exercisable as of March 31, 2026	69,284	$	9.91	$	4.33

The following table summarizes certain information about the options outstanding as of March 31, 2026:

Options Outstanding and Unvested,

Options Outstanding and Exercisable,

March 31, 2026

Weighted

Average

Weighted

Average

Weighted

Average

Exercise Price of

Average

Remaining

Average

Remaining

Outstanding

Number of

Exercise

Contractual

Number of

Exercise

Contractual

Options

Price

Life

 

Options

 

Price

 

Life

9.91

—

69,284

9.91

0.90

As of March 31, 2026 and December 31, 2025, a total of 69,284 and 71,462 stock options were outstanding, respectively.

There was no remaining unamortized stock-based compensation as of March 31, 2026.

For the three months ended March 31, 2026 and 2025, the Company did not record any amortization expense of the fair value of its stock options.

Restricted Stock Units

The Company has granted restricted stock units (“RSUs”) under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of March 31, 2026 and December 31, 2025, 1,588,359 and 1,330,383 shares of the Company’s common stock were outstanding in respect of

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the RSUs, respectively. Such shares will only be issued in respect to vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the 2015 Plan.

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the 30-trading day trailing volume-weighted average price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors. The RSUs that have been issued to other individuals vest in equal installments on each of the anniversaries of the determined vesting date, over the three or five year vesting periods, as applicable.

The table below summarizes the Company’s unvested RSUs for the three months ended March 31, 2026:


			Weighted
		Number of	Average Grant
		RSUs	Date Price
Outstanding as of January 1, 2026		634,884	$	15.98
Granted		217,836		22.21
Vested		(263,888)		16.60
Forfeited		—		—

Outstanding as of March 31, 2026		588,832	$	18.00

The total fair value of the RSUs that vested during the three months ended March 31, 2026 and 2025 was $6,231 and $2,855, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

The following table summarizes certain information of the RSUs unvested and vested outstanding as of March 31, 2026:


Unvested RSUs							Vested RSUs
March 31, 2026							March 31, 2026
					Weighted
		Weighted			Average				Weighted
		Average			Remaining				Average
Number of		Grant Date			Contractual		Number of		Grant Date
RSUs		Price			Life		RSUs		Price
588,832		$	18.00		1.42		286,614		$	14.05

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of March 31, 2026, unrecognized compensation cost of $6,578 related to RSUs will be recognized over a weighted-average period of 1.42 years.

For the three months ended March 31, 2026 and 2025, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:



		For the Three Months Ended
		March 31,
		2026			2025
General and administrative expenses		$	1,305		$	1,219

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Performance-Based Restricted Stock Units

The Company has granted performance-based restricted stock units (“PRSUs”) under the 2015 Plan to certain employees of the Company, some of which are contingent upon the Company’s relative total shareholder return (“TSR”) and some of which are contingent upon the Company’s return on invested capital (“ROIC”) for a three-year performance period. As of March 31, 2026 and December 31, 2025, 74,645 and 0 shares of the Company’s common stock were outstanding in respect of the PRSUs, respectively.

The TSR is calculated based on the Company’s total shareholder return compared to that of certain peer companies specified in the award agreements over the performance period and is calculated based on the change in the average daily closing stock price over a 20 trading-day period from the beginning to the end of the performance period, including reinvested dividends. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual relative TSR performance during the performance period. The grant date fair value of the TSR awards was estimated using a Monte Carlo simulation model. Compensation for these awards, which are subject to market conditions, is being amortized over the service period.

The grant date fair value of the ROIC awards was estimated using the closing share price of the Company’s stock on the date of grant. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual ROIC performance during the performance period. As such, ROIC awards are subject to performance conditions and compensation cost is recognized over the service period based on the amount of awards that the Company believes is probable that will vest. To the extent the Company’s estimate changes, the Company will recognize a cumulative catch up in subsequent reporting periods.

The table below summarizes the Company’s unvested PRSUs for the three months ended March 31, 2026:


		Number of		Average Grant
		PRSUs		Date Price
Outstanding as of January 1, 2026		244,857		$	18.88
Granted		118,596			25.52
Adjusted for performance results (a)		—			—
Vested		—			—
Forfeited		—			—

Outstanding as of March 31, 2026		363,453		$	21.04

(a)

Represents the adjustment to previously granted PRSUs for performance results.

There were no PRSUs that vested during the three months ended March 31, 2026 and 2025.

The PRSUs, if earned, will ordinarily be settled in shares of common stock issued during the first quarter after the three-year performance period and the recipient will receive a share of common stock for each earned PRSU. If 100% of the target metric is achieved, the recipient will earn 100% of the target amount of the PRSUs originally granted. However, based on actual performance, the number of PRSUs earned will change based on the ranges described above.

As of March 31, 2026, unrecognized compensation cost of $4,976 related to PRSUs will be recognized over a weighted-average period of 1.81 years.

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The weighted-average assumptions used in the estimation of the fair value of these awards granted during the three months ended March 31, 2026 and 2025 are as follows:


		For the Three Months Ended
		March 31,
Significant Input		2026	2025
Closing share price of our common stock		$22.21	$14.85
Risk-free rate of return		3.37%	4.24%
Expected volatility of our common stock		32.37%	38.99%
Holding period discount		0%	0%
Simulation term (in years)		2.87	2.86
Range of target		0% to 200%	0% to 200%

For the three months ended March 31, 2026 and 2025, the Company recognized nonvested stock amortization expense for the PRSUs, which is included in General and administrative expenses as follows:


		For the Three Months Ended
		March 31,
		2026			2025
General and administrative expenses		$	525		$	277

14 – LEGAL PROCEEDINGS

From time to time, the Company may be subject to other legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.

15 – SUBSEQUENT EVENTS

On April 15, 2026 the Company completed the sale of the Genco Predator, a 2005-built Supramax vessel, to a third party for $10,600 less a 3.0% commission payable to a third-party broker. The vessel assets for the Genco Predator have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026 at its net book value. This vessel was unencumbered as of March 31, 2026. During the second quarter of 2026, the Company expects to record a net gain on the sale of the Genco Predator similar to the net gain on sale of the Genco Picardy recorded during the first quarter of 2026.

On April 16, 2026, the Company entered into an agreement to acquire a 2019-built 182,000 dwt scrubber-fitted Capesize vessel for a total purchase price of $65,000. The Company paid the $6,500 deposit on May 1, 2026 utilizing cash on hand and this deposit will be held in an escrow account until the Company takes delivery of the vessel. The Company expects to take delivery of the vessel during June 2026.

On May 6, 2026, the Company announced a regular quarterly dividend of $0.35 per share to be paid on or about May 26, 2026 to shareholders of record as of May 18, 2026. The aggregate amount of the dividend is expected to be approximately $15.6 million based on the number of shares currently outstanding, and the Company anticipates funding the dividend from cash on hand at the time the payment is to be made.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget”, “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) declines or sustained weakness in demand in the drybulk shipping industry; (ii) weakness or declines in drybulk shipping rates; (iii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iv) changes in the supply of drybulk carriers including newbuilding of vessels or lower than anticipated scrapping of older vessels; (v) changes in rules and regulations applicable to the cargo industry, including, without limitation, legislation adopted by international organizations or by individual countries and actions taken by regulatory authorities; (vi) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance, general and administrative expenses, and management expenses; (vii) whether our insurance arrangements are adequate; (viii) changes in general domestic and international political conditions; (ix) military actions, terrorism, or piracy, including without limitation the ongoing conflicts in Ukraine and Iran, and attacks on vessels in the Red Sea, and other conflicts in the Middle East and Venezuela; (x) changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (xi) the Company’s acquisition or disposition of vessels; (xii) the amount of offhire time needed to complete maintenance, repairs, and installation of equipment to comply with applicable regulations on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xiii) the completion of definitive documentation with respect to charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the extent to which our operating results are affected by weakness in market conditions and freight and charter rates; (xvi) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xvii) completion of documentation for vessel transactions and the performance of the terms thereof by buyers or sellers of vessels and us; (xviii) the relative cost and availability of low sulfur and high sulfur fuel, worldwide compliance with sulfur emissions regulations that took effect on January 1, 2020 and our ability to realize the economic benefits or recover the cost of the scrubbers we have installed; (xix) our financial results for the year ending December 31, 2026 and other factors relating to determination of the tax treatment of dividends we have declared; (xx) the financial results we achieve for each quarter that apply to the formula under our dividend policy, including without limitation the actual amounts earned by our vessels and the amounts of various expenses we incur, as a significant decrease in such earnings or a significant increase in such expenses may affect our ability to carry out our new value strategy; (xxi) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; (xxii) outbreaks of disease such as the COVID-19 pandemic; (xxiii) trade conflicts, the imposition or modification of port fees, tariffs and other import restrictions, and the effectiveness and cost of any measures the Company may adopt to avoid or mitigate the impact of the foregoing; and (xxiv) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this Form 10-Q.

General

We are a New York City-based pure-play drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, bauxite, steel products and other drybulk cargoes along worldwide shipping routes. Our fleet currently consists of 43 drybulk vessels, including two Newcastlemax, 17 Capesize, 15 Ultramax and 9 Supramax vessels, with an aggregate carrying capacity of approximately 4,935,000 deadweight tons (“dwt”) and an average age of approximately 12.6 years.

See pages 33-34 for a table of our current fleet.

Our approach towards fleet composition is to own a high-quality fleet of vessels focused on Newcastlemax, Capesize, Ultramax and Supramax vessels. Newcastlemax and Capesize vessels represent our major bulk vessel category, while Ultramax and Supramax vessels represent our minor bulk vessel category. Our major bulk vessels are primarily used to transport iron ore, coal and bauxite, while our minor bulk vessels are primarily used to transport grains, steel products and other drybulk cargoes such as cement, scrap, fertilizer, nickel ore, salt and sugar. This approach of owning ships that transport both major and minor bulk commodities provide us with exposure to a wide range of drybulk trade flows.

We employ an active commercial strategy which consists of a global team located in the U.S., Denmark and Singapore. Overall, we utilize a portfolio approach to revenue generation through a combination of short-term, spot market employment, index-linked time charters as well as opportunistically booking longer term fixed-rate coverage or contracts of affreightment depending on market conditions and management’s outlook. Our fleet deployment strategy currently is weighted towards short-term fixtures, which provides us with optionality on our sizeable fleet.

Our approach to capital allocation focuses on three key factors:

●

Compelling quarterly dividends,

●

Low financial leverage, and

●

Accretive growth and renewal of our fleet

Since 2021, we have executed this strategy by reducing our debt by $119.2 million cumulatively through March 31, 2026 while expanding our core major bulk and minor bulk segments. These actions have enabled us to further reduce our cash flow breakeven rate positioning us to pay sizeable quarterly dividends across various market environments.

In addition to the $54.8 million of cash on our balance sheet as of March 31, 2026, we had undrawn revolver availability of $350.0 million, bringing our total liquidity to $404.8 million.

On February 27, 2026, we entered into an amendment to upsize our existing $600 Million Revolver. Specifically, we utilized $80 million under the $300 million accordion feature to increase our borrowing capacity from $600 million to $680 million (the “$680 Million Revolver”). The increased borrowing capacity was available upon the delivery of the two Newcastlemax vessels, the Genco Stars and Stripes and the Genco Valkyrie, which were delivered on March 5, 2026 and March 24, 2026, respectively. Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements.

Including the $0.35 dividend for the first quarter of 2026, we have declared 27 consecutive quarterly dividends, which total $7.915 per share.

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IMO 2023 Compliance Requirements

The International Maritime Organization (“IMO”) implemented two key measures to enhance energy efficiency in international shipping with effect from January 2023 which are as follows:

●

Energy Efficiency Existing Ship Index (“EEXI”): Requires vessels of 400 gross tonnage and above which were already in operation at the time the regulation entered force to meet specific minimum energy efficiency standards.

●

Carbon Intensity Indicator (“CII”): Mandates ships of 5,000 gross tonnage and above to annually report their carbon intensity against a gradually more stringent target trajectory. Vessels receive ratings from A (best) to E (worst) and must implement corrective action plans if poorly rated.

Revised IMO GHG Strategy

In July 2023, the IMO adopted an updated greenhouse gas (“GHG”) strategy, setting forth the following targets:

●

Reduce total annual GHG emissions from shipping by at least 20%, striving for 30%, by 2030 compared to 2008 levels,

●

Achieve at least a 70% reduction, striving for 80%, by 2040,

●

Reach net-zero GHG emissions by around 2050.

IMO Net-Zero Framework

At its 83^rd session in April 2025, the IMO’s Marine Environment Protection Committee (“MEPC”) approved draft regulations forming the IMO Net-Zero Framework. Key components include:

●

A new global fuel standard for ships, establishing a phased reduction in the carbon intensity of marine fuels calculated on a “well-to-wake” basis.

●

A global pricing mechanism for GHG emissions that aims to reduce the cost gap between conventional and zero or near-zero GHG emission fuels through a two-tier compliance system where vessels exceeding the gradually more stringent emission limits will pay fees into a Net-Zero Fund established by the IMO.

At the second extraordinary session of the MEPC, held in October 2025 specifically to consider formal adoption of the IMO Net-Zero Framework as approved at MEPC’s 83rd session, a lack of consensus among member states led to an unexpected adjournment of the session for one year.

At MEPC’s 84th session in April 2026, member states did not reach agreement on adoption or substantive revision of the IMO Net-Zero Framework. The Framework remains the central basis for ongoing negotiations, with two intersessional working group meetings agreed for September 2026 and November 2026 to address remaining concerns and issues with the current draft amendments.

MEPC’s 85th session is scheduled for November 30 to December 3, 2026. Subject to decisions made at MEPC 85, the adjourned second extraordinary session is expected to be resumed directly thereafter, on December 4, 2026, to continue consideration of adoption of the IMO Net-Zero Framework.

Based on the outcomes of MEPC’s 84th session, the earliest the IMO Net-Zero Framework will enter into force remains mid-2028, although continued lack of consensus or further revisions could delay implementation.

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In the IMO Net-Zero Framework’s current form, any vessel consuming conventional fossil fuels would be required to transfer surplus credits from over-compliant vessels, purchase remedial credits through contributions to the Net-Zero Fund, or both to clear its compliance deficit. The timing and final design of these measures remain uncertain but could result in increased compliance costs for dry bulk vessels operating on conventional fuels.

United Kingdom Emissions Trading Scheme

The United Kingdom (“UK”) government has released its interim response on the expansion of the UK Emission Trading Scheme (“UK ETS”) to the maritime sector. The response notes the following:

●

The UK ETS maritime regime will start on July 1, 2026 with the first reporting period running through December 31, 2026 and subsequent reporting periods on a full calendar year basis.

●

The deadline for surrendering of allowances against verified emissions will be April 30 of the year following the reporting period, however allowances for 2026 will not need to be surrendered until April 30, 2028, together with the 2027 allowances.

●

The UK ETS will include all domestic voyages. All emissions within a voyage will be included, including while at anchor and while moored. In addition, all in-port emissions from ships which are travelling domestically, internationally, or both will be included.

●

The UK ETS Authority has proposed expanding the UK ETS to include 50% of emissions from international maritime voyages starting or ending in a UK port by 2028.

●

The regime applies to vessels of 5,000 gross tonnage and above and covers carbon dioxide, methane, and nitrous oxide emissions.

These regulations are subject to change until the UK government and UK ETS Authority issue their final responses. Once issued, this response may provide clarity in respect of international voyage emissions which are intended to be included in the future.

Regional Carbon Taxing Schemes

In addition to the EU’s established regional schemes, several national carbon taxing schemes have been implemented recently, most notably by Djibouti and Gabon, with others reportedly under evaluation. Liberia announced a carbon levy in early 2026 only to formally reverse its position several days later. While these recent schemes apply a relatively small price to emissions from ships that call these countries, the trend is towards regulatory fragmentation and complexity. This trend may be exacerbated by the delay and uncertainty surrounding the IMO’s Net-Zero Framework. It is also possible that prolonged lack of consensus and clarity at IMO with regard to the Net-Zero Framework will result in regional and national carbon taxing schemes being more difficult to repeal if and when the Net-Zero Framework eventually does enter force, leading towards overlapping taxation.

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Biofouling Regulation

Brazil began enforcing biofouling regulations from February 2026 designed to minimize the risk of ships introducing invasive aquatic species, requiring vessels to arrive with a “clean hull” or risk Port State Control (“PSC”) fines, detention, or denial of port entry. Brazil’s biofouling regulations are aligned with the IMO’s 2023 Biofouling Guidelines and similar to existing requirements in Australia and New Zealand. Biosecurity concerns coupled with growing safety and environmental restrictions on underwater hull and propeller cleaning point toward an emerging area of regulatory and operational complexity and underscore the importance of proactive antifouling strategies.

At MEPC 83 in April 2025, the Committee formally agreed to develop a legally binding instrument for the control and management of ships’ biofouling. This decision reflects a shift to elevate biofouling management, currently governed by the voluntary 2023 Biofouling Guidelines to the same enforceable status as ballast water management. The development process is structured around a multi-year work plan. Technical drafting began at the Pollution Prevention and Response (“PPR”) 13 sub-committee meeting in February 2026. While the exact legal form is still under deliberation, the IMO aims for the final instrument to be adopted by 2029, with a likely entry into force around 2031 or 2032, depending on the speed of the subsequent ratification process.

Vessel Acquisitions and Sales

Acquisitions

On April 16, 2026, we entered into an agreement to acquire a 2019-built 182,000 dwt scrubber-fitted Capesize vessel for a total purchase price of $65.0 million. We paid the $6.5 million deposit on May 1, 2026 utilizing cash on hand and this deposit will be held in an escrow account until we take delivery of the vessel. We expect to take delivery of the vessel during June 2026.

On November 15, 2025, we entered into agreements to acquire two 2020-built 208,000 dwt scrubber-fitted Newcastlemax vessels for a total purchase price of $145.5 million. The vessels, that were renamed Genco Stars and Stripes and Genco Valkyrie, were delivered on March 5, 2026 and March 24, 2026, respectively. We drew down $30 million on the $600 Million Revolver on November 20, 2025 in part to fund the $14.6 million deposit made on November 24, 2025, which was held in an escrow account until we took delivery of the vessels. We drew down $65 million on our $600 Million Revolver on February 23, 2026 and $65 million on our $680 Million Revolver on March 16, 2026 to finance the remainder of the purchases.

On July 10, 2025, we entered into an agreement to acquire a vessel that was renamed the Genco Courageous, a 2020-built, 182,000 dwt scrubber-fitted Capesize vessel, for a purchase price of $63.6 million. The vessel was delivered on October 15, 2025. We drew down $10 million on our $500 Million Revolver on June 26, 2025 in part to fund the $6.4 million deposit made on July 23, 2025. We drew down $60 million on our $600 Million Revolver on September 16, 2025 to finance the remainder of the purchase.

Sales

On February 24, 2026, we entered into agreements to sell the Genco Picardy and Genco Predator, both 2005-built Supramax vessels, to a third party for $10.6 million each less a commission payable to a third party. The Genco Picardy was delivered to its third-party buyer on March 30, 2026. The Genco Predator has been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026. The Genco Predator was subsequently delivered to its third-party buyer on April 15, 2026.

We will continue to seek opportunities to renew our fleet going forward.

Our Operations

Our major and minor bulk vessels have similar economic characteristics as they serve the same type of customers, have similar operations and maintenance requirements, operate in the same regulatory environment, and are

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subject to similar economic characteristics. Therefore, we have determined that each of our vessels are individual operating segments. We believe it is meaningful and informative to aggregate our operating segments into two reportable segments for the major bulk and minor bulk fleet.

Our management team and key employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types of charters, such as time charters, spot market voyage charters and spot market-related time charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Our technical management joint venture, GS Shipmanagement Pte. Ltd. (“GSSM”), currently provides the technical management to the vessels in our fleet and members of our New York City-based management team oversee their activities.

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Factors Affecting Our Results of Operations

We believe that the following table reflects important measures for analyzing trends in our results of operations. The table reflects our ownership days, chartered-in days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three months ended March 31, 2026 and 2025 on a consolidated basis.


		For the Three Months Ended
		March 31,						Increase
		2026			2025			(Decrease)			% Change
Fleet Data:
Ownership days (1)
Newcastlemax			34.9			—			34.9		100.0	%
Capesize			1,530.0			1,440.0			90.0		6.3	%
Ultramax			1,350.0			1,350.0			—		—	%
Supramax			988.2			990.0			(1.8)		(0.2)	%

Total			3,903.1			3,780.0			123.1		3.3	%

Chartered-in days (2)
Newcastlemax			—			—			—		—	%
Capesize			—			—			—		—	%
Ultramax			293.4			130.7			162.7		124.5	%
Supramax			110.8			142.7			(31.9)		(22.4)	%

Total			404.2			273.4			130.8		47.8	%

Available days (owned & chartered-in fleet) (3)
Newcastlemax			28.8			—			28.8		100.0	%
Capesize			1,460.2			1,338.5			121.7		9.1	%
Ultramax			1,575.1			1,442.9			132.2		9.2	%
Supramax			1,062.7			995.7			67.0		6.7	%

Total			4,126.8			3,777.1			349.7		9.3	%

Available days (owned fleet) (4)
Newcastlemax			28.8			—			28.8		100.0	%
Capesize			1,460.2			1,338.5			121.7		9.1	%
Ultramax			1,281.7			1,312.2			(30.5)		(2.3)	%
Supramax			951.9			853.0			98.9		11.6	%

Total			3,722.6			3,503.7			218.9		6.2	%

Operating days (5)
Newcastlemax			28.8			—			28.8		100.0	%
Capesize			1,452.0			1,307.1			144.9		11.1	%
Ultramax			1,572.8			1,432.4			140.4		9.8	%
Supramax			1,050.3			992.4			57.9		5.8	%

Total			4,103.9			3,731.9			372.0		10.0	%

Fleet utilization (6)
Newcastlemax			100.0	%		—	%		100.0		100.0	%
Capesize			99.2	%		96.3	%		2.9	%	3.0	%
Ultramax			99.8	%		99.1	%		0.7	%	0.7	%
Supramax			98.3	%		98.7	%		(0.4)	%	(0.4)	%

Fleet average			99.2	%		98.0	%		1.2	%	1.2	%

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	For the Three Months Ended
	March 31,						Increase
	2026			2025			(Decrease)			% Change
Average Daily Results:
Time Charter Equivalent (7)
Newcastlemax	$	11,501		$	—		$	11,501		100.0	%
Capesize		26,653			13,059			13,594		104.1	%
Ultramax		15,942			12,039			3,903		32.4	%
Supramax		12,958			9,804			3,154		32.2	%

Fleet average		19,346			11,884			7,462		62.8	%
Major bulk vessels		26,360			13,059			13,301		101.9	%
Minor bulk vessels		14,670			11,158			3,512		31.5	%

Daily vessel operating expenses (8)
Newcastlemax	$	12,805		$	—		$	12,805		100.0	%
Capesize		7,155			7,132			23		0.3	%
Ultramax		6,033			6,046			(13)		(0.2)	%
Supramax		7,106			6,550			556		8.5	%

Fleet average		6,805			6,592			213		3.2	%

Definitions

In order to understand our discussion of our results of operations, it is important to understand the meaning of the following terms used in our analysis and the factors that influence our results of operations.

(1) Ownership days. We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

(2) Chartered-in days. We define chartered-in days as the aggregate number of days in a period during which we chartered-in third-party vessels.

(3) Available days (owned and chartered-in fleet). We define available days as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs under guarantee, vessel upgrades or special surveys. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.

(4) Available days (owned fleet). We define available days for the owned fleet as available days less chartered-in days.

(5) Operating days. We define operating days as the number of our total available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

(6) Fleet utilization. We calculate fleet utilization as the number of our operating days during a period divided by the number of ownership days plus chartered-in days less drydocking days.

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(7) Time charter equivalent. We define time charter equivalent (“TCE”) rates as our voyage revenues less voyage expenses, charter-hire expenses and realized gains or losses on fuel hedges, divided by the number of the available days of our owned fleet during the period. TCE rate is not an item recognized by U.S. GAAP (i.e., it is a non-GAAP measure). However, it is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts.


	Entire Fleet					Major Bulk					Minor Bulk
	For the Three Months Ended					For the Three Months Ended					For the Three Months Ended
	March 31,					March 31,					March 31,
	2026			2025		2026			2025		2026			2025
Voyage revenues (in thousands)	$	114,429		$	71,269	$	56,559		$	31,051	$	57,870		$	40,218
Voyage expenses (in thousands)		36,276			27,354		17,269			13,572		19,007			13,782
Charter hire expenses (in thousands)		6,096			2,285		—			—		6,096			2,285
Realized (loss) gain on fuel hedges (in thousands)		(40)			8		(40)			—		—			8
		72,017			41,638		39,250			17,479		32,767			24,159
Total available days for owned fleet		3,723			3,504		1,489			1,339		2,234			2,165
Total TCE rate	$	19,346		$	11,884	$	26,360		$	13,059	$	14,670		$	11,158

(8) Daily vessel operating expenses. We define daily vessel operating expenses to include crew wages and related costs, the cost of insurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period.

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Operating Data

The following tables represent the operating data for the three months ended March 31, 2026 and 2025 on a consolidated basis.


		For the Three Months Ended
		March 31,
		2026			2025			Change			% Change

		(U.S. dollars in thousands, except for per share amounts)
Revenue:
Voyage revenues		$	114,429		$	71,269		$	43,160		60.6	%

Total revenues			114,429			71,269			43,160		60.6	%

Operating Expenses:
Voyage expenses			36,276			27,354			8,922		32.6	%
Vessel operating expenses			26,560			24,916			1,644		6.6	%
Charter hire expenses			6,096			2,285			3,811		166.8	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,830 and $1,496, respectively)			8,109			7,494			615		8.2	%
Technical management expenses			760			1,325			(565)		(42.6)	%
Depreciation and amortization			21,038			17,665			3,373		19.1	%
Impairment of vessel assets			527			—			527		100.0	%
Net gain on sale of vessels			(2,075)			—			(2,075)		(100.0)	%
Other operating expense			3,826			—			3,826		100.0	%

Total operating expenses			101,117			81,039			20,078		24.8	%

Operating income (loss)			13,312			(9,770)			23,082		(236.3)	%
Other expense, net			(3,737)			(2,192)			(1,545)		70.5	%

Net income (loss)			9,575			(11,962)			21,537		(180.0)	%
Less: Net income (loss) attributable to noncontrolling interest			266			(39)			305		(782.1)	%
Net income (loss) attributable to Genco Shipping & Trading Limited		$	9,309		$	(11,923)		$	21,232		(178.1)	%

Net earnings (loss) per share - basic		$	0.21		$	(0.28)		$	0.49		(175.0)	%
Net earnings (loss) per share - diluted		$	0.21		$	(0.28)		$	0.49		(175.0)	%
Weighted average common shares outstanding - basic			43,706,069			43,201,941			504,128		1.2	%
Weighted average common shares outstanding - diluted			44,411,222			43,201,941			1,209,281		2.8	%

EBITDA (1)		$	34,180		$	7,921		$	26,259		331.5	%

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(1)

EBITDA represents net income (loss) attributable to Genco Shipping & Trading Limited plus net interest expense, taxes and depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in our consolidated internal financial statements, and it is presented for review at our board meetings. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing. EBITDA presents investors with a measure in addition to net income to evaluate our performance prior to these costs. EBITDA is a non-GAAP measure and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP. EBITDA is not a measure of liquidity or cash flows as shown in our Condensed Consolidated Statements of Cash Flows. The definition of EBITDA used here may not be comparable to that used by other companies. The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net income attributable to Genco Shipping & Trading Limited for each of the periods presented above:


		For the Three Months Ended
		March 31,
		2026			2025
Net income (loss) attributable to Genco Shipping & Trading Limited		$	9,309		$	(11,923)
Net interest expense			3,833			2,179
Income tax expense			—			—
Depreciation and amortization			21,038			17,665

EBITDA (1)		$	34,180		$	7,921

Results of Operations

The following table sets forth information about the most recent employment of the vessels in our fleet as of May 5, 2026:


		Year		Charter
Vessel		Built		Expiration(1)		Cash Daily Rate(2)

Newcastlemax Vessels
Genco Stars and Stripes		2020		June 2026		Voyage
Genco Valkyrie		2020		July 2026		Voyage

Capesize Vessels
Genco Augustus		2007		May 2026		Voyage
Genco Tiberius		2007		June 2026		$36,500
Genco London		2007		May 2026		Voyage
Genco Titus		2007		May 2026		Voyage
Genco Constantine		2008		June 2026		Voyage
Genco Tiger		2011		May 2026		Voyage
Genco Lion		2012		March 2027		99.5% of BCI (3)
Genco Bear		2010		May 2027		100.0% of BCI (3)
Genco Wolf		2010		September 2026		100.5% of BCI (3)
Genco Resolute		2015		June 2026		Voyage
Genco Endeavour		2015		May 2026		Voyage
Genco Defender		2016		May 2026		Voyage
Genco Liberty		2016		March 2026		Voyage
Genco Ranger		2016		April 2026		Voyage
Genco Reliance		2016		June 2026		Voyage
Genco Intrepid		2016		June 2026		Voyage
Genco Courageous		2020		June 2026		Voyage

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		Year		Charter
Vessel		Built		Expiration(1)		Cash Daily Rate(2)


Ultramax Vessels
Genco Hornet		2014		May 2026		Voyage
Genco Wasp		2015		July 2026		$15,100
Genco Scorpion		2015		May 2026		$14,000
Baltic Mantis		2015		May 2026		Voyage
Genco Weatherly		2014		July 2026		Voyage
Genco Columbia		2016		May 2026		Voyage
Genco Magic		2014		May 2026		$16,000
Genco Vigilant		2015		June 2026		Voyage
Genco Freedom		2015		June 2026		Voyage
Genco Enterprise		2016		July 2026		Voyage
Genco Constellation		2017		May 2026		$21,000
Genco Madeleine		2014		May 2026		$14,500
Genco Mayflower		2017		May 2026		$20,000
Genco Mary		2022		May 2026		Voyage
Genco Laddey		2022		May 2026		$10,500

Supramax Vessels
Genco Hunter		2007		June 2026		$18,750
Genco Aquitaine		2009		May 2026		Voyage
Genco Ardennes		2009		June 2026		$25,000
Genco Auvergne		2009		May 2026		$18,000
Genco Bourgogne		2010		May 2026		$15,000
Genco Brittany		2010		July 2026		$20,000
Genco Languedoc		2010		May 2026		Voyage
Genco Pyrenees		2010		May 2026		Voyage
Genco Rhone		2011		May 2026		$15,500

(1)

The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course. Under the terms of certain contracts, the charterer is entitled to extend the time charter from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire.

(2)	Time charter rates presented are the gross daily charterhire rates before third-party brokerage commission generally ranging from 1.25% to 5.00%. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues.

(3)	BCI is the Baltic Capesize Index.

Three months ended March 31, 2026 compared to the three months ended March 31, 2025

VOYAGE REVENUES-

For the three months ended March 31, 2026, voyage revenues increased by $43.1 million, or 60.6%, to $114.4 million as compared to $71.3 million for the three months ended March 31, 2025. The increase in voyage revenues was primarily due to higher rates earned by our major and minor bulk vessels, the operation of a larger fleet, as well as less drydocking days during the first quarter of 2026 as compared to the first quarter of 2025. During the first quarter of 2026, freight rates were softer as compared to the fourth quarter of 2025, however, stronger on a year-over-year basis led by strong iron ore and bauxite trades.

Various geopolitical factors continue to impact the macroeconomic environment as well as freight rates. These factors include tariffs and trade protectionism, the war in Iran, the war in Ukraine, and Houthi attacks on commercial vessels. Such attacks have reduced drybulk vessel transits through the Suez Canal, increasing vessel sailing distances and

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effectively reducing vessel capacity. Government intervention to reduce commodity exports, such as a cap to bauxite shipments originating from Guinea, could reduce cargo volumes and negatively impact freight rates.

The average TCE rate of our overall fleet increased 62.8% to $19,346 a day during the first quarter of 2026 from $11,884 a day during the first quarter of 2025. The TCE for our major bulk vessels increased by 101.9% from $13,059 a day during the first quarter of 2025 to $26,360 a day during the first quarter of 2026. This increase was primarily a result of higher rates achieved by our Capesize vessels, and the purchase of two Newcastlemax vessels. The TCE for our minor bulk vessels increased by 31.5% from $11,158 a day during the first quarter of 2025 to $14,670 a day during the first quarter of 2026 primarily a result of higher rates achieved by our Ultramax and Supramax vessels.

Total ownership days increased from 3,780 during the first quarter of 2025 to 3,903 during the first quarter of 2026 due to the delivery of the Genco Courageous during the fourth quarter of 2025 and the delivery of the Genco Stars and Stripes and Genco Valkyrie during the first quarter of 2026, partially offset by the sale of the Genco Picardy during the first quarter of 2026. Fleet utilization increased from 98.0% during the first quarter of 2025 to 99.2% during the first quarter of 2026. From April 1, 2026 until December 31, 2026, we expect approximately 333 days of offhire related to scheduled drydockings and special surveys. Refer to “Capital Expenditures” section below for further details.

VOYAGE EXPENSES-

In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance, which are recorded as part of vessel operating expenses, are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. There are certain other non-specified voyage expenses such as commissions, which are typically borne by us. Voyage expenses include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated third parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on spot market voyage charters because these expenses are for the account of the vessel owner. At the inception of a time charter, we record the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Voyage expenses also include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. Additionally, we may record lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

Voyage expenses increased from $27.4 million during the three months ended March 31, 2025 to $36.3 million during the three months ended March 31, 2026. The increase was primarily due to higher overall port and agency fees for our major and minor bulk vessels, the operation of a larger fleet, as well as the operation of a higher number of third-party chartered-in vessels.

VESSEL OPERATING EXPENSES-

Vessel operating expenses increased by $1.7 million from $24.9 million during the three months ended March 31, 2025 to $26.6 million during the three months ended March 31, 2026. This increase was primarily due to the operation of a larger fleet.

Average daily vessel operating expenses (“DVOE”) for our fleet increased to $6,805 per vessel per day for the three months ended March 31, 2026 from $6,592 per vessel per day for the three months ended March 31, 2025. The increase in daily vessel operating expense was primarily due to higher crew costs partially offset by the timing of the purchase of spares. We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.

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Our vessel operating expenses increase to the extent our fleet expands. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing, lubes, and insurance, may also cause these expenses to increase. Crew costs on our vessels could increase in the future due to higher wages as a result of the potential impact of the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela, among other potential macroeconomic events. The potential impact of these items are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.

The DVOE budget for the second quarter of 2026 is expected to be $6,750 per vessel per day on a fleet-wide basis. The potential impacts of various macroeconomic events, including but not limited to the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela, among other potential macroeconomic events, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.

CHARTER HIRE EXPENSES-

Charter hire expenses increased by $3.8 million from $2.3 million during the three months ended March 31, 2025 to $6.1 million during the three months ended March 31, 2026. The increase was primarily due to an increase in hire rates, as well as an increase in chartered-in days.

GENERAL AND ADMINISTRATIVE EXPENSES-

We incur general and administrative expenses that relate to our onshore non-vessel-related activities. Our general and administrative expenses include our payroll expenses, including those relating to our executive officers, operating lease expense, legal, auditing and other professional expenses. General and administrative expenses include nonvested stock amortization expense which represent the amortization of stock-based compensation that has been issued to our directors and employees pursuant to the 2015 Plan. Refer to Note 13 — Stock-Based Compensation in our Condensed Consolidated Financial Statements. General and administrative expenses also include legal and professional fees associated with our credit facilities, which are not capitalizable to deferred financing costs. We also incur general and administrative expenses for our overseas offices located in Singapore and Copenhagen.

General and administrative expenses increased from $7.5 million during the three months ended March 31, 2025 to $8.1 million during the three months ended March 31, 2026. This increase was primarily due to higher nonvested stock amortization expense.

TECHNICAL MANAGEMENT EXPENSES-

Technical management expenses include the direct costs incurred by GSSM for the technical management of the vessels under its management. Technical management expenses were $0.8 million and $1.3 million during the three months ended March 31, 2026 and 2025, respectively, with the variance due to timing of expenses during the year.

DEPRECIATION AND AMORTIZATION-

Depreciation and amortization expense increased by $3.3 million to $21.0 million during the three months ended March 31, 2026 as compared to $17.7 million during the three months ended March 31, 2025. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2025. Additionally, there was an increase in vessel depreciation expense for the Genco Courageous, which was delivered during the fourth quarter of 2025, and the Genco Stars and Stripes and the Genco Valkyrie, which were both delivered during the first quarter of 2026.

IMPAIRMENT OF VESSEL ASSETS-

During the three months ended March 31, 2026, we recorded $0.5 million of impairment of vessel assets related to the loss on disposal of replaced equipment on certain vessels. There was no impairment expense recorded during the

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three months ended March 31, 2025. Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information.

NET GAIN ON SALE OF VESSELS

During the three months ended March 31, 2026, we recorded a net gain on sale of vessels of $2.1 million related to the sale of the Genco Picardy on March 30, 2026. Refer to Note 5 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for further information.

OTHER OPERATING EXPENSE-

Other operating expense of $3.8 million recorded during the three months ended March 31, 2026 consists of costs for non-routine aspects of our 2026 Annual Meeting of Shareholders.

OTHER (EXPENSE) INCOME -

INTEREST EXPENSE –

Interest expense increased from $2.5 million during the three months ended March 31, 2025 to $4.5 million during the three months ended March 31, 2026. Interest expense during the three months ended March 31, 2026 and 2025 consisted primarily of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The increase was primarily due to higher outstanding debt during the first quarter of 2026 as compared to the first quarter of 2025, partially offset by lower interest rates.

INTEREST INCOME –

Interest income increased by $0.3 million from $0.4 million during the three months ended March 31, 2025 to $0.7 million during the three months ended March 31, 2026 primarily due to higher interest income earned on our cash and cash equivalents.

NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST –

During the three months ended March 31, 2026 and 2025, net income (loss) attributable to noncontrolling interest was $0.3 million and ($0.04) million, respectively, which is associated with the net income (loss) attributable to the noncontrolling interest of GSSM.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations, cash on hand, equity offerings and credit facility borrowings. We currently use our funds primarily for the acquisition of vessels, fleet renewal, drydocking for our vessels, payment of dividends, debt repayments and satisfying working capital requirements as may be needed to support our business. Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors.

We believe, given our current cash holdings and undrawn revolver availability, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months. Such resources include unrestricted cash and cash equivalents of $54.8 million as of March 31, 2026 in addition to the $350.0 million availability under the $680 Million Revolver as of March 31, 2026, which compares to a minimum liquidity requirement under our credit facility of approximately $22 million as of March 31, 2026. Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $25.7 million and $25.9 million during the remainder of 2026 and 2027, respectively, as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures. Refer to “Capital

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Expenditures” below for further details. However, if market conditions were to worsen significantly due to the U.S.-China trade dispute, the imposition of tariffs, the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, or other causes, then our cash resources may decline to a level that may put at risk our ability to pay dividends per our capital allocation strategy or at all.

Going forward, given the nature of our revolving credit facility, we plan to actively manage our debt balance to reduce interest expense and may also opportunistically draw down debt to assist in funding accretive growth opportunities. As of March 31, 2026, there are no mandatory debt repayments due until we must repay $3.1 million and $326.9 million during 2029 and 2030, respectively. Nonetheless, we intend to continue to pay down debt on a voluntary basis.

As of March 31, 2026, the $680 Million Revolver contained collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under such facility. If the values of our vessels were to decline as a result of the various geopolitical factors previously mentioned or otherwise, we may not satisfy this collateral maintenance requirement. If we do not satisfy the collateral maintenance requirement, we will need to post additional collateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject to conditions.

In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from the U.S.-China trade dispute, the imposition of tariffs, the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, and the trajectory of China’s economic recovery and stimulus measures. We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise. We may also from time to time seek to incur additional debt financing from private or public sector sources, refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise. We may also seek to manage our interest rate exposure through hedging transactions. We may seek to accomplish any of these independently or in conjunction with one or more of these actions. However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing on acceptable terms or at all.

On February 27, 2026, we entered into an amendment to upsize our existing $600 Million Revolver. Specifically, we utilized $80 million under the $300 million accordion feature to increase our borrowing capacity from $600 million to $680 million. The increased borrowing capacity was available upon delivery of the two Newcastlemax vessels, the Genco Stars and Stripes and the Genco Valkyrie, which were delivered on March 5, 2026 and March 24, 2026, respectively. Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for further details regarding the terms of the $680 Million Revolver, which information is incorporated herein by reference.

As of March 31, 2026, we were in compliance with all financial covenants under the $680 Million Revolver.

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Dividends

Under our quarterly dividend policy, the amount available for quarterly dividends is to be calculated based on the following formula:

Operating cash flow

Less: Voluntary quarterly reserve

Cash flow distributable as dividends

The amount of dividends payable under the foregoing formula for each quarter of the year will be determined on a quarterly basis.

For purposes of the foregoing calculation, operating cash flow is defined as voyage revenue less voyage expenses, charter hire expenses, realized gains or losses on fuel hedges, vessel operating expenses, general and administrative expenses other than non-cash restricted stock expenses, technical management fees, and interest expense other than non-cash deferred financing costs. Anticipated uses for the voluntary quarterly reserve include, but are not limited to, vessel acquisitions, debt prepayments and repayments, and general corporate purposes. In order to set aside funds for these purposes, the voluntary reserve will be set on a quarterly basis at the discretion of our Board and is anticipated to be based on future quarterly debt repayments and interest expense.

On May 6, 2026, we announced a quarterly dividend of $0.35 per share. Our quarterly dividend policy and declaration and payment of dividends are subject to legally available funds, compliance with applicable law and contractual obligations (including our credit facilities) and our Board’s determination that each declaration and payment is at that time in the best interests of the Company and its shareholders after its review of our financial performance.

Since 2021, in connection with our comprehensive value strategy, we have paid down additional indebtedness under our credit facilities.

The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors. Our Board of Directors and management continue to closely monitor market developments together with the evaluation of our quarterly dividend policy in the current market environment. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends or stock repurchases other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends or stock repurchases while a company is insolvent or would be rendered insolvent by the payment of such a dividend or such a stock repurchase. Heightened economic uncertainty and the potential for renewed drybulk market weakness as a result of the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends.

You are encouraged to consult your own tax advisor concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local, or foreign law from the payment of dividends on our common stock.

Cash Flows

Net cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $15.7 million and $2.9 million, respectively. This increase in cash provided by operating activities was primarily due to higher rates earned by our major and minor bulk vessels, as well as changes in working capital. Additionally, there was a decrease in drydocking costs incurred during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $123.3 million and $2.9 million, respectively. This fluctuation was primarily a result of a $131.0 million increase in the purchase of

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vessel assets due to the purchase of the Genco Stars and Stripes and the Genco Valkyrie, which were delivered on March 5, 2026 and on March 24, 2026, respectively. This increase in net cash used in investing activities was partially offset by $10.9 million net proceeds from the sale of the Genco Picardy on March 30, 2026.

Net cash provided by (used in) financing activities during the three months ended March 31, 2026 and 2025 was $106.9 million and ($13.4) million, respectively. On February 27, 2026, the $600 Million Revolver was refinanced with the $680 Million Revolver. As part of the debt modification, $4.3 million was settled net among the lenders of the $600 Million Revolver and $680 Million Revolver. The fluctuation is primarily due to drawdowns totaling $130.0 million on the $600 Million Revolver and the $680 Million Revolver made by the Company during the three months ended March 31, 2026. This increase in cash provided by financing activities was partially offset by a $9.2 million increase in the payment of dividends and a $0.5 million increase in the payment of deferred financing costs related to the $680 Million Revolver during the first quarter of 2026 as compared to the first quarter of 2025.

Interest Rate Swap and Cap Agreements, Forward Freight Agreements and Currency Swap Agreements

As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates. In determining the fair value of interest rate derivatives, we consider the creditworthiness of both the counterparty and ourselves, which has not changed significantly and has no effect on the valuation. Valuations prior to any adjustments for credit risk would be validated by comparison with counterparty valuations. Amounts would not and should not be identical due to the different modeling assumptions. Any material differences would be investigated.

As part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage our exposure to the charter market risks relating to the deployment of our vessels. Generally, these arrangements would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route. Upon settlement, if the contracted charter rate is less than the average of the rates (as reported by an identified index) for the specified route and period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate multiplied by the number of days in the specific period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading, or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. It is not currently our intention to enter into FFAs to generate a stream of income independent of the revenues we derive from the operation of our fleet of vessels. If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit economically during periods of strong demand in the market. We have not entered into any FFAs as of March 31, 2026 and December 31, 2025.

Capital Expenditures

We make capital expenditures from time to time in connection with our vessel acquisitions. Our fleet currently consists of 43 drybulk vessels, including two Newcastlemax, 17 Capesize, 15 Ultramax and 9 Supramax vessels.

As previously announced, we have implemented a fuel efficiency upgrade program for certain of our vessels in an effort to generate fuel savings and increase the future earnings potential for these vessels. The upgrades have been successfully installed during previous drydockings.

The future estimated expenditures are included in the table below.

In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings for our fleet.

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We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, ballast water treatment systems (“BWTS”) costs, fuel efficiency upgrades and scheduled off-hire days for our fleet through 2027 to be:


Year		Estimated Drydocking Costs		Estimated BWTS Costs			Estimated Fuel Efficiency Upgrade Costs		Estimated Off-hire Days

		(U.S. dollars in millions)

April 1 - December 31, 2026		$	22.1	$	2.8		$	0.8	333
2027 (1)		$	25.6	$	—		$	0.3	480

(1)

These amounts exclude a total of $7.3 million of estimated drydocking costs and fuel efficiency upgrade costs and 130 estimated offhire days for certain vessels that have drydocking class deadlines during the first quarter of 2028 and may, therefore, not be drydocked until 2028.

The costs reflected are estimates based on drydocking our vessels in China. Actual costs will vary based on various factors, including where the drydockings are actually performed. We expect to fund these costs with cash on hand. These costs do not include drydock expense items that are reflected in vessel operating expenses.

Actual length of drydocking will vary based on the condition of the vessel, yard schedules and other factors. Higher repairs and maintenance expense during drydocking for vessels which are over 15 years old typically result in a higher number of off-hire days depending on the condition of the vessel.

During the three months ended March 31, 2026 and 2025, we incurred a total of $6.4 million and $11.4 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment.

We completed the drydocking of four of our vessels during the three months ended March 31, 2026. Additionally, the drydocking for two of our vessels began during the first quarter of 2026 and will be completed during the second quarter of 2026. We estimate that an additional seven of our vessels will be drydocked during the remainder of 2026 and 11 of our vessels will be drydocked during 2027.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Inflation

Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, general and administrative, and financing costs.

CRITICAL ACCOUNTING POLICIES

Except as described below, there have been no changes or updates to our critical accounting policies as disclosed in the 2025 10-K.

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Vessels and Depreciation

We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our drybulk vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard. Depreciation is based on cost less the estimated residual scrap value of $400/lightweight ton (lwt) based on the 15-year average scrap value of steel. An increase in the residual value of the vessels will decrease the annual depreciation charge over the remaining useful life of the vessels. Similarly, an increase in the useful life of a drybulk vessel would also decrease the annual depreciation charge. Comparatively, a decrease in the useful life of a drybulk vessel or in its residual value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, we will adjust the vessel’s useful life to end at the date such regulations preclude such vessel’s further commercial use.

The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less. Under U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed in the 2025 10-K.

During the three months ended March 31, 2026, we recorded an impairment loss of $0.5 million for the loss on disposal of replaced equipment on certain vessels. During the three months ended March 31, 2025, there were no impairment losses for vessel assets recorded.

Under our credit facility, we regularly submit to the lenders valuations of our vessels on an individual charter free basis in order to evidence our compliance with the collateral maintenance covenants under our credit facility. Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such. We were in compliance with the collateral maintenance covenant under our $680 Million Revolver as of March 31, 2026. We obtained valuations for all of the vessels in our fleet pursuant to the terms of the $680 Million Revolver.

We compare the carrying value of our vessels with the vessel valuations obtained for covenant compliance purposes to determine whether an indicator of impairment is present (excluding any vessels held for sale). As of March 31, 2026, none of our vessels had carrying values that exceeded their vessel valuations, therefore there were no indicators of impairment. As of December 31, 2025, two of our Capesize vessels had carrying values that exceeded their vessel valuations, which is an indicator of impairment. However, based on an analysis of the anticipated undiscounted future net cash flows to be derived from each of these vessels as described in the 2025 10-K, there were no impairment losses recorded for these vessels incurred during the year ended December 31, 2025.

The amount by which the carrying value at December 31, 2025 of two of our Capesize vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $1.5 million to $2.0 million per vessel, and $3.5 million on an aggregate fleet basis for these two vessels. The average amount by which the carrying value of these vessels exceeded the valuation of such vessels for covenant compliance purposes was $1.8 million as of December 31, 2025. However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters, if any, related to some of our vessels.

In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value as of March 31, 2026 and December 31, 2025. Vessels have been grouped according to their collateralized status as of March 31, 2026 and does not include any vessels held for sale.

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						Carrying Value (U.S. dollars in
						thousands) as of
				Year		March 31,			December 31,
Vessels		Year Built		Acquired		2026			2025
$680 Million Revolver
Genco Bear		2010		2010		$	29,105		$	29,621
Genco Wolf		2010		2010			29,622			30,129
Genco Lion		2012		2013			25,480			25,823
Genco Tiger		2011		2013			24,205			24,525
Genco Scorpion		2015		2015			19,262			19,512
Genco Mantis		2015		2015			19,445			19,686
Genco Hunter		2007		2007			6,653			6,662
Genco Aquitaine		2009		2010			7,436			7,526
Genco Ardennes		2009		2010			7,461			7,555
Genco Auvergne		2009		2010			7,497			7,586
Genco Bourgogne		2010		2010			8,004			8,105
Genco Brittany		2010		2010			8,030			8,131
Genco Languedoc		2010		2010			8,010			8,113
Genco Pyrenees		2010		2010			8,254			8,361
Genco Rhone		2011		2011			9,253			9,016
Genco Constantine		2008		2008			24,812			25,386
Genco Augustus		2007		2007			22,291			22,869
Genco London		2007		2007			23,418			23,924
Genco Titus		2007		2007			23,817			24,355
Genco Tiberius		2007		2007			22,094			22,658
Genco Hornet		2014		2014			17,956			18,197
Genco Wasp		2015		2015			18,200			18,442
Genco Endeavour		2015		2018			36,008			36,459
Genco Resolute		2015		2018			36,396			36,836
Genco Columbia		2016		2018			20,191			20,432
Genco Weatherly		2014		2018			16,303			16,524
Genco Liberty		2016		2018			38,699			38,639
Genco Defender		2016		2018			38,888			38,622
Genco Magic		2014		2020			12,513			12,659
Genco Vigilant		2015		2021			13,541			13,696
Genco Freedom		2015		2021			13,600			13,759
Genco Enterprise		2016		2021			17,179			17,377
Genco Madeleine		2014		2021			18,859			19,117
Genco Constellation		2017		2021			21,480			21,742
Genco Mayflower		2017		2021			21,904			22,081
Genco Laddey		2022		2022			26,016			26,271
Genco Mary		2022		2022			26,044			26,300
Genco Ranger		2016		2023			39,838			39,785
Genco Reliance		2016		2023			39,290			39,746
Genco Intrepid		2016		2024			47,018			47,605
Genco Courageous		2020		2025			63,028			63,552
Genco Stars and Stripes		2020		2026			72,601			—
Genco Valkyrie		2020		2026			72,758			—
Total						$	1,062,459		$	927,384
Unencumbered
Genco Picardy		2005		2010			—			6,035
Genco Predator		2005		2007			—			5,908
Total						$	—		$	11,943

Consolidated Total						$	1,062,459		$	939,327

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If we were to sell a vessel or hold a vessel for sale, and the carrying value of the vessel were to exceed its fair market value, net of costs to sell, we would record a loss in the amount of the difference. Refer to Note 2 — Summary of Significant Accounting Policies and Note 5 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for information regarding the sale of vessel assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings.

Interest rate cap agreements cap the borrowing rate on our variable debt to provide a hedge against the risk of rising rates.

We are subject to market risks relating to changes in SOFR rates because we have significant amounts of floating rate debt outstanding. During the three months ended March 31, 2026 and 2025, we were subject to the following interest rates on the outstanding debt under our credit facilities (Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for the effective dates and termination dates for our credit facilities outlined below):

●

$500 Million Revolver

●

One-month SOFR plus 1.85% until August 1, 2024 when the applicable margin was increased from 1.85% to 1.90% pursuant to the sustainability link term of the facility. These rates were applicable until July 10, 2025 when we entered into the $600 Million Revolver.

●

$600 Million Revolver

●

One-month SOFR plus 1.75% from July 10, 2025 until July 31, 2025 when the applicable margin was increased from 1.75% to 1.80% pursuant to the sustainability link term of the facility. These rates were applicable until February 27, 2026 when we entered into the $680 Million Revolver.

●

$680 Million Revolver

●

One-month SOFR plus 1.80% pursuant to the sustainability link term of the facility beginning February 27, 2026.

A 1% increase in SOFR would have resulted in an increase of $0.6 million in interest expense for the three months ended March 31, 2026.

From time to time, the Company may consider derivative financial instruments such as swaps and caps or other means to protect itself against interest rate fluctuations.

Derivative financial instruments

As part of our business strategy, we may enter into interest rate swaps or interest rate cap agreements to manage interest costs and the risk associated with changing interest rates.

Our prior interest rate cap agreements were initially designated and qualified as cash flow hedges. The premium paid was recognized in income on a rational basis, and all changes in the value of the caps were deferred in AOCI and were subsequently reclassified into Interest expense in the period when the hedged interest affected earnings.

Refer to “Interest rate risk” section above for further information regarding interest rate swap agreements.

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We have entered into bunker swap and forward fuel purchase agreements with the objective of reducing the risk of the effect of changing fuel prices. Our bunker swap and forward fuel purchase agreements do not qualify for hedge accounting treatment; therefore, any unrealized or realized gains or losses are recognized as other income (expense). Refer to the “Bunker swap and forward fuel purchase agreements” section of Note 2 — Summary of Significant Accounting Policies for further information.

Currency and exchange rates risk

The majority of transactions in the international shipping industry are denominated in U.S. Dollars. Virtually all of our revenues and most of our operating costs are in U.S. Dollars. We incur certain operating expenses in currencies other than the U.S. dollar, and the foreign exchange risk associated with these operating expenses is immaterial.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the 2025 10-K, which could materially affect our business, financial condition or future results.

Below is an update to the risk factor entitled, “Military actions, terrorist attacks, and other acts of violence may have an adverse effect on our business.”

In February 2026, the United States and Israel launched military operations against Iran, resulting in an armed conflict that has caused significant disruption to global energy markets and international shipping, including the effective closure of the Strait of Hormuz. In turn, these events have resulted in a sharp increase in oil prices and concerns that the supply of crude oil and petroleum products used for vessel fuel may be significantly constrained for some period of time. The broader consequences of this conflict are uncertain, and could include further sanctions, blockades, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, the availability of raw materials, supplies, freight and labor, currency exchange rates and financial markets, all of which could impact our business, financial condition and results of operations. Regarding the drybulk market, the ability to transport certain minor bulk cargoes imported and exported from the region may be negatively impacted. Additionally, we anticipate fleet inefficiencies on the supply side due to vessels currently in the region as well as re-routing of cargo flows as well as an

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increased emphasis on energy security. The broader impact from this conflict on global GDP growth and in turn demand for raw materials that we carry remains uncertain.

Below is an update to the risk factor entitled, “A downturn in the global economic environment may negatively impact our business.”

Government intervention to reduce commodity exports, such as a cap to bauxite shipments originating from Guinea, could reduce cargo volumes and negatively impact freight rates.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

On March 5, 2026, John C. Wobensmith, our Chief Executive Officer and President; Peter Allen, our Chief Financial Officer; Joseph Adamo, our Chief Accounting Officer, Treasurer, and Controller; and Jesper Christensen, our Chief Commercial Officer each adopted a Rule 10b5-1 sales plan (a “10b5-1 Plan”). The 10b5-1 Plans are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and, as to Messrs. Wobensmith, Allen, Adamo, and Christensen, superseded prior 10b5-1 Plans adopted by each of them in February 2025. The 10b5-1 Plans provide for the sale of a portion of the number of shares of our common stock that may be issuable in settlement of RSUs and PRSUs previously awarded to these executive officers in order to satisfy such executive officers’ related tax obligations. The maximum number of shares of our common stock that may be sold under the 10b5-1 Plans are 267,722 for Mr. Wobensmith, 99,563 for Mr. Allen, 25,715 for Mr. Adamo, and 108,370 for Mr. Christensen. Each 10b5-1 Plan terminates on the earliest of August 23, 2029, completion of the sale of the foregoing shares of common stock according to the terms of the plan, and the relevant officer’s termination of the plan.

ITEM 6. EXHIBITS

The Exhibit Index attached to this report is incorporated into this Item 6 by reference.

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EXHIBIT INDEX


Exhibit			Document

3.1			Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1)

3.2			Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(2)

3.3			Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated April 15, 2016.(3)

3.4			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(4)

3.5			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated January 4, 2017.(5)

3.6			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited dated July 15, 2020.(6)

3.7			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited dated May 13, 2021.(7)

3.8			Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping & Trading Limited, dated as of November 14, 2016.(8)

3.9			Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated July 9, 2014.(1)

3.10			Amendment to Amended and Restated By-Laws, dated June 4, 2018.(9)

3.11			Second Amendment to Amended and Restated By-Laws, dated July 15, 2020.(6)

3.12			Third Amendment to Amended and Restated By-laws, dated January 11, 2021.(10)

3.13			Fourth Amendment to Amended and Restated By-laws, dated March 28, 2023.(11)

3.14			Fifth Amendment to Amended and Restated By-Laws, dated August 26, 2025.(12)

3.15			Statement of Designations of Series B Preferred Stock of Genco Shipping & Trading Limited.(13)

4.1			Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(1)

4.2			Rights Agreement dated as of October 1, 2025 between Genco Shipping & Trading Limited. and Computershare Inc., a national banking corporation, as Rights Agent (including the form of Statement of Designations of Series B Preferred Stock attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C).(13)

10.1			Fifth Amendment to Credit Agreement dated as of July 10, 2025, by and among Genco Shipping & Trading Limited as Borrower, the subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent, and Security Trustee.(14)

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10.2			Sixth Amendment to Credit Agreement dated as of February 27, 2026, by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the 2026 Upsize Revolving Lenders and Consenting Lenders party thereto, and Nordea Bank Abp, New York Branch, as Administrative Agent and Collateral Agent.(15)

10.3			Genco Shipping & Trading Limited Employee Retention Plan.(16)

10.4			Performance Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and John C. Wobensmith.(*)

10.5			Performance Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and Peter Allen.(*)

10.6			Performance Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and Joseph Adamo.(*)

10.7			Performance Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and Jesper Christensen.(*)

10.8			Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and John C. Wobensmith.(*)

10.9			Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and Peter Allen.(*)

10.10			Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and Joseph Adamo.(*)

10.11			Restricted Stock Unit Grant Agreement dated February 16, 2026, by and between Genco Shipping & Trading Limited and Jesper Christensen.(*)

31.1			Certification of Chief Executive Officer and President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)

31.2			Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)

32.1			Certification of Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350.(*)

32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.(*)

101			The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended March 31,2026 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31,2026 and December 31, 2025 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three months ended March 31,2026 and 2025 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31,2026 and 2025 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three months ended March 31,2026 and 2025 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31,2026 and 2025 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).(*)

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



(*)	Filed with this report.

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(1)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014.

(2)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015.

(3)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2016.

(4)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2016.

(5)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2017.

(6)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2020.

(7)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 31, 2021.

(8)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2016.

(9)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2018.

(10)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 11, 2021.

(11)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 31, 2023.

(12)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on August 28, 2025.

(13)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2025.

(14)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 14, 2025.

(15)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 5, 2026.

(16)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 27, 2026.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GENCO SHIPPING & TRADING LIMITED


DATE: May 6, 2026	By:		/s/ John C. Wobensmith
	John C. Wobensmith
	Chief Executive Officer and President
	(Principal Executive Officer)


DATE: May 6, 2026	By:	/s/ Peter Allen
	Peter Allen
	Chief Financial Officer
	(Principal Financial Officer)